<PAGE>
THE TOTAL NUMBER OF PAGES CONTAINED IN THIS DOCUMENT IS 9
FORM 6-K
--------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of October 1998
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(Translation of registrant's name into English)
19-2, NISHI-SHINJUKU 3-CHOME
SHINJUKU-KU, TOKYO 163-19, JAPAN
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
---- ----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ____________.
<PAGE>
2
NOTICE OF AMENDED PROJECTED CONSOLIDATED AND NON-CONSOLIDATED FINANCIAL RESULTS
FOR FISCAL YEAR 1999:
On October 22, 1998, the registrant issued a press release in which it
announced that it had amended its (a) projected non-consolidated financial
results for fiscal year 1999 (April 1, 1998 to March 31, 1999), which were
announced on July 10, 1998, and (b) its projected consolidated financial results
for fiscal year 1999 (April 11, 1998 to March 31, 1999), which were announced on
July 10, 1998.
Enclosed are copies of two press releases dated October 22, 1998
pertaining to the amendments to the forecasts for the registrant's operations
for the fiscal year ending March 31, 1999. The financial information included in
the press releases was prepared on the basis of accounting principles generally
accepted in Japan and, accordingly, will not be directly comparable to the
financial information included in the registrant's Annual Reports on Form 20-F,
which information is prepared on the basis of accounting principles generally
accepted in the United States.
The amendments to the earning projections for the fiscal year ended
March 31, 1999 contained in the attachments are forward-looking statements. The
registrant desires to qualify for the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, and consequently is hereby filing
cautionary statements identifying important factors that could cause the
registrant's actual results to differ materially from those set forth in the
attachments.
The registrant's earnings projections are based on a series of
projections and estimates regarding the economy and the telecommunications
industry in Japan in general. The projections and estimates regarding the
telecommunications industry may be affected by pricing of services and new
businesses.
No assurance can be given that the registrant's actual results will
not vary significantly from the projected earnings.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
By /s/ Mototane Miyazaki
-----------------------------------
Name: Mototane Miyazaki
Title: Executive Manager
General Affairs Department
Date: October 22, 1998
<PAGE>
NTT [LOGO]
NIPPON TELEGRAPH AND TELEPHONE
CORPORATION
NEWS RELEASE ---------------------------------------------
Telephone 03-5353-5035
20-2 Nishi-ShinJuku 3 -Chome ShinJuku-ku,
Tokyo 163-1419 Japan
October 22, 1998
FOR IMMEDIATE RELEASE
NTT AMENDS PROJECTED FINANCIAL RESULTS FOR FY 1999
Nippon Telegraph and Telephone Corporation (NTT) has amended its projected non-
consolidated and consolidated financial results for FY 1999 (April 1, 1998 to
March 31, 1999) as follows.
# # #
For further information, please contact:
Norihiko Ohkubo or Megumi Inaji
Overseas Public Relations
Global Business Headquarters
Telephone: (03) 5353-5035
e-mail: [email protected]
<PAGE>
PROJECTED NON-CONSOLIDATED FINANCIAL RESULTS FOR FY 1999
NTT has amended its projected non-consolidated financial results for FY 1999,
----------------
which were announced on July 10, 1998 as follows:
Projected financial results for FY 1999
(millions of Yen)
- --------------------------------------------------------------------------
Operating Recurring Net Income
Revenues Profit
- --------------------------------------------------------------------------
Before amendment (A) 6,365,000 285,000 153,000
- --------------------------------------------------------------------------
After amendment (B) 6,365,000 259,000 434,000
- --------------------------------------------------------------------------
Increase (Decrease) (B)-(A) 0 -26,000 281,000
- --------------------------------------------------------------------------
% Change 0.0 -9.11 183.71
- --------------------------------------------------------------------------
The reasons of above amendments were the following:
In conjunction with the listing of NTT Mobile Communications Network, Inc. ("NTT
DoCoMo") on the First Section of the Tokyo Stock Exchange, NTT sold part of its
NTT DoCoMo's shares to the public. As a result, NTT will record a gain from such
sales as an extraordinary profit. At the same time, the following items have
also been considered to amend the projected financial results:
1. Sales of NTT DoCoMo's shares:
-----------------------------
Gain from the sale of NTT DoCoMo's shares after deducting related expenses is
now reflected in the financial projections.
2. The projected financial results of NTT DoCoMo Group Companies and NTT
---------------------------------------------------------------------
Personal Group companies
------------------------
Due to the listing of its stock on the Tokyo Stock Exchange, NTT DoCoMo is now
required to disclose its projected results of operations, including results
relating to its NTT Personal affiliates. Accordingly, NTT has amended its
projected financial results to give effect to these transaction and to provide
separate financial projections for NTT DoCoMo Group companies.
<PAGE>
3. Others:
-------
NTT is preparing its financial results for the six months period ended September
30, 1998. The following amendments have been reflected in the financial
projection for the year ending March 31, 1999:
- - Losses on devaluation of securities at September 30, 1998 (recorded in NTT's
accounts at September 30, 1998); and
- - Additional depreciation for R&D-related fixed assets (10 billion yen) will be
recorded to meet with a new accounting guideline "R&D" as a result of NTT's
reorganization.
Please see attachment 1 for more details.
NTT's non-consolidated results for FY 1998 (April 1, 1997 to March 31, 1998)
were as follows:
(millions of Yen)
- --------------------------------------------------------------------------
Operating Recurring
Revenues Profit Net Income
- --------------------------------------------------------------------------
FY 1998 6,322,344 356,616 176,636
- --------------------------------------------------------------------------
# # #
<PAGE>
(Attachment 1)
Amendment of Projected Non-Consolidated Financial Results
<TABLE>
<CAPTION>
(billions of Yen)
____________________________________________________________________________________________________________________________________
Before NTT DoCoMo After
Amendment NTT DoCoMo and Amendment
(July 10, 1998) Stock Sales NTT Personal Others Sum (Oct 22, 1998)
____________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues 6,365 6,365
*2
Operating Expenses 6,061 11 -2 9 6,070
(enterprise tax) (enterprise tax)
Operating Income 304 -11 2 -9 295
____________________________________________________________________________________________________________________________________
Non-Operating Income -19 -17 -17 -36
(loss on securities
evaluation)
____________________________________________________________________________________________________________________________________
Recurring Profit 285 -11 -15 -26 259
____________________________________________________________________________________________________________________________________
Extraordinary Profit - 824 824 824
____________________________________________________________________________________________________________________________________
Gains on Sales of *1
Subsidiary Stocks - 824 824 824
____________________________________________________________________________________________________________________________________
Extraordinary Loss 41 82 1 100 183 224
____________________________________________________________________________________________________________________________________
Loss from Liquidation of Related Companies 41 1 1 1 42
Extraordinary Depreciation for Fixed
Assets for R&D - 100 100 100
*2
Enterprise Tax - 82 0 82 82
____________________________________________________________________________________________________________________________________
Corporation and Inhabitant Tax 91 341 0 -7 334 425
____________________________________________________________________________________________________________________________________
Net Income 153 390 -1 -108 281 434
____________________________________________________________________________________________________________________________________
</TABLE>
(1) Gains on sales of subsidiary stocks = Proceeds from sales - (Underwriting
fee + tax on security exchange + book value of the stocks).
(2) Enterprise tax of (Yen) 93 billion relating to a gain from sales of NTT
DoCoMo's shares is recorded as an extraordinary loss, and reduced enterprise
taxes of (Yen) 11 billion relating to the PHS business loss, which is now
deductible.
<PAGE>
PROJECTED CONSOLIDATED FINANCIAL RESULTS FOR FY 1999
NTT has amended its projected consolidated financial results for FY 1999, which
------------
were announced on July 10, 1998 as follows:
Projected financial results for FY 1999
(millions of Yen)
- --------------------------------------------------------------------------
Operating Recurring Net Income
Revenues Profit
- --------------------------------------------------------------------------
Before amendment (A) 9,702,000 653,000 366,000
- --------------------------------------------------------------------------
After amendment (B) 9,726,000 604,000 615,000
- --------------------------------------------------------------------------
Increase (Decrease) (B)-(A) 24,000 -49,000 249,000
- --------------------------------------------------------------------------
% Change 0.2 -7.5 68.0
- --------------------------------------------------------------------------
The reasons of above amendments were the following:
In conjunction with the listing of NTT Mobile Communications Network, Inc. ("NTT
DoCoMo") on the First Section of the Tokyo Stock Exchange, NTT sold part of its
NTT DoCoMo's shares to the public. As a result, NTT will record a gain from such
sales as an extraordinary profit. At the same time, the following items have
also been considered to amend the projected financial results:
1. Sales of NTT DoCoMo's shares:
-----------------------------
Gain from the sale of NTT DoCoMo's shares after deducting related expenses is
now reflected in the financial projections.
2. The projected financial results of NTT DoCoMo Group companies and NTT
---------------------------------------------------------------------
Personal Group companies:
-------------------------
Due to the listing of its stock on the Tokyo Stock Exchange, NTT DoCoMo is now
required to disclose its projected results of operations, including results
relating to its NTT Personal affiliates. Accordingly, NTT has amended its
projected financial results to give effect to these transaction and to provide
separate financial projections for NTT DoCoMo Group companies.
<PAGE>
3. Others:
-------
NTT is preparing its financial results for the six months period ended September
30, 1998. The following amendments have been reflected in the financial
projection for the year ending March 31, 1999:
- - Losses on devaluation of securities at September 30, 1998 (recorded in NTT's
accounts at September 30, 1998); and
- - Additional depreciation for R&D-related fixed assets (10 billion yen) will be
recorded to meet with a new accounting guideline "R&D" as a result of NTT's
reorganization.
Please see attachment 2 for more details.
NTT's consolidated results for FY 1998 (April 1, 1997 to March 31, 1998) were as
follows:
(millions of Yen)
- --------------------------------------------------------------------------
Operating Recurring Net Income
Revenues Profit
- --------------------------------------------------------------------------
FY 1998 9,450,013 600,582 289,863
- --------------------------------------------------------------------------
# # #
<PAGE>
(Attachment 2)
Amendment of Projected Consolidated Financial Results
<TABLE>
<CAPTION>
(billions of Yen)
____________________________________________________________________________________________________________________________________
Amendment
-------------------------------------------
Before NTT DoCoMo After
Amendment NTT DoCoMo and Amendment
(July 10, 1998) Stock Sales NTT Personal Others Sum (Oct 22, 1998)
____________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues 9,702 24 24 9,726
Operating Expenses 8,887 15 15 8,902
Operating Income 815 9 9 824
____________________________________________________________________________________________________________________________________
*2
Non-Operating Income -162 -39 -2 -17 -58 -220
(loss on
securities
evaluation)
____________________________________________________________________________________________________________________________________
Recurring Profit 653 -39 7 -17 -49 604
____________________________________________________________________________________________________________________________________
Extraordinary Profit - 785 785 785
____________________________________________________________________________________________________________________________________
Gains on Sales of *1
Subsidiary Stocks - 785 785 785
____________________________________________________________________________________________________________________________________
Extraordinary Loss - 100 100 100
____________________________________________________________________________________________________________________________________
Extraordinary Depreciation for Fixed
Assets for R&D - 100 100 100
____________________________________________________________________________________________________________________________________
Corporation, Inhabitant *5
and Enterprise Tax*3 270 413 -26 -9 378 648
____________________________________________________________________________________________________________________________________
*4
Minority Interest 17 9 9 26
____________________________________________________________________________________________________________________________________
Net Income 366 324 33 -108 249 615
____________________________________________________________________________________________________________________________________
</TABLE>
(1) The difference of the gain on sales of NTT DoCoMo shares between a non-
consolidated basis and on a consolidated basis is due to the difference of
their book value of the stock.
(2) Expenses incurred by NTT DoCoMo for its IPO.
(3) Enterprise tax is now disclosed in the caption which includes corporation
and inhabitant taxes.
(4) Transfer of certain NTT's interest in net income of NTT DoCoMo for the year
ending March 31, 1999 to minority shareholders as a result of reduction of
NTT's ownership to 67%.
(5) Income tax of NTT DoCoMo will be reduced as a result of transfer of PHS
business to NTT DoCoMo in December 1998.
